Exhibit 8.1

                             PETREE STOCKTON, L.L.P.
                                ATTORNEYS AT LAW
                           3500 ONE FIRST UNION CENTER
                      CHARLOTTE, NORTH CAROLINA 28202-6001
                            TELEPHONE (704) 338-5000
                               FAX (704) 338-5125          OTHER OFFICES
                                                           RALEIGH, N. C.
                                                        WINSTON-SALEM, N. C.







                                  June 6, 1996





First Union Residential
  Securitization Transactions, Inc.
301 South College Street
Charlotte, North Carolina  2820

Re:      First Union Residential Securitization Transactions, Inc.
         Registration Statement on Form S-11

Ladies and Gentlemen:

We have acted as counsel to First Union Residential Securitization Transactions,
Inc., a North Carolina  corporation  (the  "Registrant")  in connection with the
issuance and sale of its Residential  Mortgage  Pass-Through  Certificates  that
evidence interests in certain pools of mortgage loans (the "Certificates"). Each
series of  Certificates  will be issued  pursuant  to a  Pooling  and  Servicing
Agreement among the Registrant, a trustee, a master servicer or servicer and, in
certain  cases, a custodian,  each to be specified in the Prospectus  Supplement
for such series of Certificates.  We have advised the Registrant with respect to
certain  federal  income  tax  consequences  of  the  proposed  issuance  of the
Certificates. This advice is summarized under the headings "Summary  of  Terms -
Certain  Federal  Income Tax  Considerations"  and "Certain Federal  Income  Tax
Consequences" in the Prospectus and in the Prospectus Supplement relating to the
Certificates in respect of which we participated as your counsel, all as part of
the Registration  Statement on Form S-11 (the "Registration  Statement"),  filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended  (the  "Act"),   on  the  date  hereof  for  the  registration  of  such
Certificates under the Act.

         In arriving at the opinion expressed below, we have examined and relied
upon originals, or copies certified or otherwise identified to our satisfaction,
of such documents as we have deemed  necessary.  The opinion set forth herein is
based upon the  relevant  provisions  of the Internal  Revenue Code of 1986,  as
amended,  Treasury  Regulations  thereunder  (including  Proposed and  Temporary
Regulations),  and  interpretations  of the  foregoing  as  expressed  in  court
decisions, administrative determinations, and legislative history as of the date
hereof.  These provisions and  interpretations are subject to change at any time
and, in some





First Union Residential
Securitization Transactions, Inc.
June 6, 1996
Page 2



circumstances,  with retroactive effect. Of course, a material change made after
the date hereof in any of the foregoing  bases of our opinions  could affect our
conclusions.

Based  upon  and  subject  to the  foregoing,  we are of the  opinion  that  the
discussion  under the headings  "Summary of Terms - Certain  Federal  Income Tax
Considerations" and " Certain Federal Income Tax Consequences" in the Prospectus
and in the Prospectus  Supplement  described above fairly summarizes the federal
income  tax  considerations  that are likely to be  material  to a holder of the
Certificates.

We hereby consent to the filing of this letter as an exhibit to the Registration
Statement and to a reference to this firm (as counsel to the  Registrant)  under
the heading "Certain Federal Income Tax Consequences" in the Prospectus  forming
a part of the Registration Statement,  without implying or admitting that we are
"experts"  within  the  meaning of the Act or the rules and  regulations  of the
Commission  issued  thereunder,  with  respect  to any part of the  Registration
Statement, including this exhibit.

                                Very truly yours,

                             PETREE STOCKTON, L.L.P.